Exhibit 10.1


 


AMENDMENT TO SECURITIES
PURCHASE AGREEMENT


 


This Amendment (this “Amendment”)
to the Securities Purchase Agreement (the “Agreement”), dated September 14, 2016, between EVINE Live Inc., a
Minnesota corporation (the “Company”), and ____________________ (the “Buyer”), is made and
entered into as of _____________, 2016, by and between the Company and the Buyer. Capitalized terms used but not defined in this
Amendment will have the meanings ascribed to them in the Agreement.


Amendment


 


In
consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:


 


1.        Section
6.1 of the Agreement is hereby amended and restated in its entirety to read as follows:


 


6.1       Registration
Procedures and Expenses; Liquidated Damages for Certain Events. 


 


(a)       For
purposes of this Agreement, the following terms shall have the following meanings: “Registrable Securities”
means the Shares, the Option Securities, the Warrant Shares, and any Common Stock of the Company issued as (or issuable upon the
conversion or exercise of any warrant, option, right or other security which is issued as) a dividend or other distribution with
respect to, or in exchange for or in replacement of, any Shares, Option Securities or Warrant Shares; “Initial Registrable
Securities” means all of the Registrable Securities other than the Option Warrant Shares; “business day”
means any day except Saturday, Sunday and any day that is a federal legal holiday in the United States; “Option Warrant
Shares” means the shares of common stock underlying the Option Warrants; “Blue Sky Registration” means
a registration statement or other applicable document allowing the Purchaser and the other investors in the Offering to resell
their Registrable Securities in a given state in accordance with the blue sky laws of such state; and “Registration Statement”
means, collectively, the Initial Registration Statement, the S-1 Registration Statement, the Option Warrant Share Registration
Statement (as defined below) and any Blue Sky Registration.


 






     


     


    

 


(b)       As
promptly as reasonably practicable following Closing, but in no event later than 30 days following the date hereof (the “Initial
Filing Date”), the Company shall prepare and file (i) with the SEC a registration statement on Form S-3 (or any successor
to Form S-3), covering the resale of the Initial Registrable Securities (the “Initial Registration Statement”);
and (ii) to the extent required for resale of the Initial Registrable Securities in any state of the United States of America by
a Purchaser at the time of or after the effectiveness of the Initial Registration Statement, a Blue Sky Registration covering the
Initial Registrable Securities. As soon as reasonably practicable after the Closing Date, but in no event later than 90 days following
the Closing Date (120 days in the event of a full review of the Initial Registration Statement by the SEC), the Company shall cause
the Initial Registration Statement and each Blue Sky Registration to become effective and effect any related qualification or compliance
with respect to all Initial Registrable Securities held by the Purchaser. If the Initial Registration Statement or any Blue Sky
Registration covering the Initial Registrable Securities has not been declared effective by the applicable governmental authority
on or before the date that is 90 days after the Closing Date, or 120 days after the Closing Date in the event of a full review
of the Initial Registration Statement by the SEC (the “Required Effective Date”), the Company shall, on the
business day immediately following the Required Effective Date and each 30th day thereafter, make a payment to the Purchaser
as partial liquidated damages for such delay (together, the “Late Registration Payments”) equal to 1.0% (capped
at 12%) of the Purchase Price paid for the Shares and Warrant then owned by the Purchaser that have not been so registered until
the Initial Registration Statement and each Blue Sky Registration covering the Initial Registrable Securities is declared effective
by the applicable governmental authority. Late Registration Payments will be prorated on a daily basis during each 30 day period
and will be paid to the Purchaser by wire transfer or check within five business days after the earlier of (i) the end of
each 30 day period following the Required Effective Date or (ii) the effective date of the Initial Registration Statement
and each Blue Sky Registration covering the Initial Registrable Securities. The Company and the Purchaser each acknowledge that
the Late Registration Payments provided for in this Section 6.1(b) bear a reasonable relationship to the anticipated loss that
would be suffered by the Purchaser arising from this Section 6.1(b) and the actual loss the Purchaser would suffer is difficult
to ascertain or incapable of estimation. If the Company fails to pay
any liquidated damages pursuant to this section in full within seven days after the date payable, the Company will pay interest
thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser,
accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.


 


(c)       As
promptly as reasonably practicable following the earlier of the expiration of the Exercise Period (as defined in the Options) for
all Options or the exercise of all Options (the “Option Expiration Date”), but in no event later than 30 days
following the Option Expiration Date (the “Option Warrant Share Filing Date”), the Company shall prepare and
file (i) with the SEC a registration statement on Form S-3 (or any successor to Form S-3) covering the resale of the Option Warrant
Shares (the “Option Warrant Share Registration Statement”); and (ii) to the extent required for resale of the
Option Warrant Shares in any state of the United States of America by a Purchaser at the time of or after the effectiveness of
the Option Warrant Share Registration Statement, a Blue Sky Registration covering the Option Warrant Shares. As soon as reasonably
practicable after the Option Warrant Share Filing Date, but in no event later than 90 days following the Option Warrant Share Filing
Date (120 days in the event of a full review of the Option Warrant Share Registration Statement by the SEC), the Company shall
cause the Option Warrant Share Registration Statement and each Blue Sky Registration covering Option Warrant Shares to become effective
and effect any related qualification or compliance with respect to all Option Warrant Shares held by the Purchaser. If the Option
Warrant Share Registration Statement or any Blue Sky Registration covering the Option Warrant Shares has not been declared effective
by the applicable governmental authority on or before the date that is 90 days after the Option Warrant Share Filing Date, or 120
days after the Closing Date in the event of a full review of the Option Warrant Share Registration Statement by the SEC (the “Second
Required Effective Date”), the Company shall, on the business day immediately following the Second Required Effective
Date and each 30th day thereafter, make a payment to the Purchaser as partial liquidated damages for such delay (together,
the “Option Warrant Share Late Registration Payments”) equal to 1.0% (capped at 12%) of the average daily closing
stock price for the Option Warrant Shares then owned by the Purchaser that have not been so registered until the Option Warrant
Share Registration Statement and each Blue Sky Registration covering Option Warrant Shares is declared effective by the applicable
governmental authority. Option Warrant Share Late Registration Payments will be prorated on a daily basis during each 30 day period
and will be paid to the Purchaser by wire transfer or check within five business days after the earlier of (i) the end of
each 30 day period following the Second Required Effective Date or (ii) the effective date of the Option Warrant Share Registration
Statement and each Blue Sky Registration covering Option Warrant Shares. The Company and the Purchaser each acknowledge that the
Option Warrant Share Late Registration Payments provided for in this Section 6.1(c) bear a reasonable relationship to the anticipated
loss that would be suffered by the Purchaser arising from this Section 6.1(c) and the actual loss the Purchaser would suffer is
difficult to ascertain or incapable of estimation. If the Company fails
to pay any liquidated damages pursuant to this section in full within seven days after the date payable, the Company will pay interest
thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser,
accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.


 






     


     


    

 


(d)       No
Registration Statement filed with the SEC by the Company pursuant to this Section 6.1 shall include securities of other securityholders
of the Company seeking to exercise piggyback registration rights. The Company shall permit legal counsel to the Purchaser to review
and comment upon any Registration Statement at least two (2) Business Days prior to its filing with the SEC, and all amendments
and supplements to all Registration Statements within a reasonable number of days prior to their filing with the SEC, and not file
any Registration Statement or amendment or supplement thereto in a form to which legal counsel to the Purchaser reasonably objects.
The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement
thereto without the prior approval of legal counsel to the Purchaser, which consent shall not be unreasonably withheld or delayed.
The Company shall furnish to legal counsel to the Purchaser, without charge, copies of any correspondence from the SEC or the staff
of the SEC to the Company or its representatives relating to any Registration Statement. The Company shall reasonably cooperate
with legal counsel to the Purchaser in performing the Company’s obligations pursuant to this Section 6. 


 


(e)       In
the event that Form S-3 (or any successor form) is or becomes unavailable to register the resale of the Registrable Securities
at any time prior to the expiration of the Purchaser’s registration rights pursuant to Section 6.4, the Company shall prepare
and file with the SEC a registration statement on Form S-1 (or any successor to Form S-1), covering the resale of the Registrable
Securities (each required filing, an “S-1 Registration Statement”). Such filing shall be made as promptly as
reasonably practicable following either (i) with respect to the Initial Registrable Securities, the Closing, but in no event later
than 30 days after the Initial Filing Date and as soon as reasonably practicable thereafter; or (ii) with respect to the Option
Warrant Shares, the Option Expiration Date, but in no event later than 30 days after the Option Warrant Share Filing Date. The
Company shall effect the registration of shares on such S-1 Registration Statements as reasonably as practical following the required
filing dates in the preceding sentence, but no later than: (1) with respect to the Initial Registration Statement, 120 days following
the Closing Date (150 days in the event of a full review of the related S-1 Registration Statement by the SEC); or (2) with respect
to the Option Warrant Share Registration Statement, 120 days following the Option Expiration Date (150 days in the event of a full
review of the related S-1 Registration Statement by the SEC). If the
Company is not eligible to use Form S-3 at the Initial Filing Date or Option Warrant Share Filing Date, and the Company subsequently
becomes eligible to use Form S-3 during the Effectiveness Period (as defined below), the Company shall file, as promptly as reasonably
practicable, a new S-3 Registration Statement covering the resale of the Registrable Securities and replace any S-1 Registration
Statement with the new S-3 Registration Statement upon the effectiveness of the new S-3 Registration Statement.


 


(f)       The
Company shall, during the Effectiveness Period (as hereinafter defined):


 


(i)       prepare
and file with the SEC such amendments and supplements to each Registration Statement and Prospectus used in connection therewith
as may be necessary or advisable to keep the Registration Statement current and effective for the Registrable Securities held by
a Purchaser for a period ending on the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which all Registrable
Securities may be sold pursuant to Rule 144 under the Securities Act or any successor rule (“Rule 144”) and
the blue sky laws of any state during any three-month period without the requirement for the Company to be in compliance with the
current public information required under Rule 144(c)(1) or (iii) such time as all Registrable Securities have been sold pursuant
to a registration statement or Rule 144 and any applicable blue sky exemption for resale (collectively, the “Effectiveness
Period”). The Company shall notify the Purchaser promptly upon each Registration Statement and each post-effective amendment
thereto, being declared effective by the SEC and advise the Purchaser that the form of Prospectus contained in the Registration
Statement, or post-effective amendment thereto, as the case may be, at the time of effectiveness meets the requirements of Section
10(a) of the Securities Act or that it intends to file a Prospectus pursuant to Rule 424(b) under the Securities Act that meets
the requirements of Section 10(a) of the Securities Act;


 






     


     


    

 


(ii)       furnish
to the Purchaser with respect to the Registrable Securities registered under the Registration Statement such number of copies of
the Registration Statement and the Prospectuses (including supplemental prospectuses) filed with the SEC in conformance with the
requirements of the Securities Act and other such documents (including any Blue Sky Registration) as the Purchaser may reasonably
request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser;



 


(iii)       make
any necessary blue sky filings in addition to the Blue Sky Registrations;


 


(iv)       pay
the expenses incurred by the Company and the Purchaser in complying with Section 6, including, all registration and filing fees,
FINRA fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses
and the expense of any special audits incident to or required by any such registration (but excluding attorneys’
fees of the Purchaser and any and all underwriting discounts and selling commissions applicable to the sale of Registrable
Securities by the Purchaser);


 


(v)       advise
the Purchaser, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying
or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will
promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest
possible moment if such stop order should be issued; and


 


(vi)       with
a view to making available to the Purchaser the benefits of Rule 144 and any other rule or regulation of the SEC that may at any
time permit the Purchaser to sell Registrable Securities to the public without registration, the Company covenants and agrees to:
(i) make and keep public information available, as such term is understood and defined in Rule 144, until the earlier of (A) such
date as all of the Registrable Securities qualify to be resold immediately pursuant to Rule 144 or any other rule of similar effect
and all blue sky laws during any three-month period without the requirement
for the Company to be in compliance with the current public information required under Rule 144(c)(1) or (B) such date
as all of the Registrable Securities shall have been resold pursuant to Rule 144 and applicable blue sky laws (and may be further
resold without restriction); (ii) file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and under the Exchange Act; and (iii) furnish to the Purchaser upon request, as long as the Purchaser
owns any Registrable Securities, (A) a written statement by the Company as to whether it has complied with the reporting requirements
of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Purchaser of any rule
or regulation of the SEC that permits the selling of any such Registrable Securities without registration.


 






     


     


    

 


The Company
understands that the Purchaser disclaims being an underwriter, but acknowledges that a determination by the SEC that the Purchaser
is deemed an underwriter shall not relieve the Company of any obligations it has hereunder. The
Company will not name the Purchaser as an underwriter in a Registration Statement or Prospectus unless required to do so by the
SEC.


 


2.        This
Amendment is effective upon the full execution hereof. Other than as set forth in this Amendment, all other terms and conditions
of the Agreement will continue in full force and effect. This Amendment will be governed by and construed in accordance with governing
laws as set forth in the Agreement and any other amendments thereto. This Amendment may be executed and delivered in one or more
counterparts (including PDF, facsimile and other electronic counterparts), each of which will be deemed an original but all of
which together will constitute one and the same agreement.


 


In
Witness Whereof, the parties hereto have executed this Amendment to Securities Purchase Agreement of the date first
above written.


 


	 	EVINE LIVE INC.	 
	 	 	 
	 	 	 
	 	By: 	     	 
	 	Name:	Robert Rosenblatt	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	BUYER:	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: